Harun Raaj & AssociatesHarun Raaj & Associates
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The Net Worth Certificate for SEBI Accreditation Has Changed: What CAs Need to Issue Now

A fund manager in Mumbai sent me a certificate last month that one of his prospective investors had obtained from their CA. It was thorough. It was also two formats behind. SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 9, 2026 changed the requirements.

HR

Harun Raaj

Chartered Accountant · Harun Raaj & Associates

A fund manager in Mumbai sent me a certificate last month that one of his prospective investors had obtained from their CA. The certificate stated the investor's exact net worth, broke it down by asset class across three pages, and attached a balance sheet summary as an annexure. It was thorough. It was also two formats behind.

SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 9, 2026 changed the net worth certificate requirements for SEBI accredited investor onboarding with immediate effect. The detailed break-up annexure is gone. The actual net worth figure is now optional. What remains is a certification that the threshold has been met — a binary confirmation, precisely framed.

What the January 2026 Circular Changed

Before January 9, 2026, the CA's certificate was required to: (1) state the applicant's actual net worth, (2) confirm the financial asset sub-threshold was met, (3) include a detailed break-up as an annexure. The January 2026 circular dispensed with requirements 1 and 3. What remains mandatory is the threshold confirmation — which threshold qualifies and that the applicant's position meets it.

What the New Certificate Must State

A compliant post-January 2026 net worth certificate must include:

  • Client's full legal name and PAN
  • Date as on which net worth is certified
  • CA's name, firm name, ICAI membership number, and UDIN
  • Reference to SEBI (AIF) Regulations, 2012 and to SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 9, 2026
  • Identification of the applicable threshold (income ≥ ₹2 crore; OR net worth ≥ ₹7.5 crore with ₹3.75 crore in financial assets; OR income ≥ ₹1 crore + net worth ≥ ₹5 crore with ₹2.5 crore financial assets)
  • Clear statement: "I certify that [client name]'s [income / net worth] as on [date] meets the above threshold as required under the SEBI Accredited Investor framework."

What to omit: the detailed asset-liability break-up annexure (no longer required); the actual net worth quantum (unless client requests and consents to disclosure).

The Underlying Calculation Still Happens

The circular simplifies what is disclosed — not the verification. The CA still needs to obtain financial statements, compute net worth, separately compute the financial asset component for sub-threshold verification, and satisfy themselves the threshold is genuinely met. The certificate is a cleaner output of a process that remains the same.

Financial Assets vs Physical Assets — The Sub-Threshold

For clients qualifying on the net worth route (₹7.5 crore), at least ₹3.75 crore must be in financial assets. Financial assets include: listed equity shares, mutual fund units, bonds/debentures/G-Secs, FDs, PF/NPS/superannuation balances, life insurance surrender value, AIF units. NOT included: residential property, commercial real estate, agricultural land, jewellery, vehicles. A client with ₹8 crore net worth but ₹6 crore in real estate fails the sub-threshold — this check must be performed even without disclosing the breakdown.

Practical Workflow

For CA firms: keep a standard data-collection template covering financial assets, physical assets, and liabilities; compute net worth and financial asset component internally; issue a single-page certificate in the post-January 2026 format — threshold confirmed, no annexure, UDIN generated; calendar the expiry date (one year from certification).

I'm CA Harun Raaj, Visakhapatnam. If your firm needs the updated certificate format or if an AIF manager is questioning a certificate you've already issued, reach out.

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See Also

Frequently Asked Questions

What changed in SEBI net worth certificate requirements in January 2026?+

SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 9, 2026 eliminated the requirement to state the applicant's actual net worth figure and removed the mandatory detailed asset-liability break-up annexure. The certificate now requires only a binary threshold confirmation certifying that the applicant meets one of the three qualifying thresholds for SEBI accredited investor status.

Can I still include the actual net worth amount in the new SEBI net worth certificate?+

According to the January 2026 circular, the actual net worth figure is now optional rather than mandatory. The CA may include it only if the client requests and explicitly consents to the disclosure. The mandatory element is now the threshold confirmation, not the specific quantum.

What are the three qualifying thresholds I must certify under the new SEBI circular?+

Per SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026, the three applicable thresholds are: (1) income ≥ ₹2 crore; OR (2) net worth ≥ ₹7.5 crore with ₹3.75 crore in financial assets; OR (3) income ≥ ₹1 crore plus net worth ≥ ₹5 crore with ₹2.5 crore in financial assets. The certificate must identify which threshold applies.

What mandatory fields must appear in a compliant post-January 2026 net worth certificate?+

The certificate must include: client's full legal name and PAN, certification date, CA's name, firm name, ICAI membership number and UDIN, reference to SEBI (AIF) Regulations 2012 and the January 9, 2026 circular, identification of the applicable threshold, and a clear statement certifying the client's income or net worth meets the required threshold as per the SEBI Accredited Investor framework.

Do I still need to verify financial statements if the actual net worth figure is optional?+

Yes. The circular simplifies disclosure requirements but not verification. The CA must still obtain financial statements, compute net worth, separately calculate the financial asset component for sub-threshold verification, and satisfy themselves that the threshold is genuinely met before issuing the threshold confirmation certificate.

Can I provide a detailed asset-liability annexure with the new net worth certificate?+

No. Per SEBI Circular No. HO/19/34/11(9)2025-AFD-POD1/I/2286/2026 dated January 9, 2026, the detailed asset-liability break-up annexure is no longer required and should be omitted from compliant certificates issued after January 9, 2026.

Topics:SEBIAIFaccredited investorFEMA
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